This offer to purchase shares agreement venture capital template has 24 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our offer to purchase shares agreement venture capital template:
OFFER TO PURCHASE SHARES This Offer to Purchase Shares (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [COMPANY NAME] a company incorporated under [STATE/PROVINCE]; WHEREAS the authorized capital of [COMPANY NAME] consists of an unlimited number each of Class A shares, Class B Shares, Class C shares, Class E shares and Class F shares and of [NUMBER] Class D shares; WHEREAS [SECOND PARTY NAME] wishes to purchase all but not less than all of the issued and outstanding shares of every class of [COMPANY NAME]; IN CONSIDERATION of the mutual covenants in this Agreement, and of other consideration (the receipt and sufficiency of which are acknowledged by each of [SECOND PARTY NAME] and [FIRST PARTY NAME], they agree as follows. INTERPRETATION Definitions In this Agreement, "Accounts Receivable" means all accounts receivable of [COMPANY NAME] at the Closing Time; "Accounting Records" means all of the books of account, accounting records and other financial data and information of [COMPANY NAME] and the Subsidiaries relating to the Business, including copies of filed Tax Returns and tax assessment notices for each of the fiscal years of [COMPANY NAME] and the Subsidiaries commencing on or after [DATE]; "Affiliate" has the meaning ascribed to such term by subsection 1(4) of the [COUNTRY] Business Corporations [ACT/LAW/RULE]; "Agreement" means this offer to purchase shares including all attached schedules, as the same may be supplemented, amended, restated or replaced from time to time; "Applicable law" means any domestic or foreign statute, [YOUR COUNTRY LAW], ordinance, regulation, by-law (zoning or otherwise) or Order that applies to [COMPANY NAME]; "Articles" means the respective articles of incorporation, amendment, continuance and amalgamation, as the case may be, of [COMPANY NAME] and each of the Subsidiaries; "Assets" means all of the assets, real and personal, tangible and intangible, and undertaking of [COMPANY NAME], including those tangible assets listed in Schedule [SPECIFY]; "Benefit Plans" means all bonus, deferred compensation, incentive compensation, share purchase, share appreciation and share option, severance or termination pay, hospitalization or other medical benefits, life or other insurance, dental, disability, salary continuation, vacations, supplemental unemployment benefits, profit-sharing, mortgage assistance, pension, retirement or supplemental retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement sponsored, maintained or contributed to or required to be contributed to by [COMPANY NAME] or any of the Subsidiaries for the benefit of any Employee thereof, whether or not insured or funded and whether formal or informal; "Books and Records" means the Accounting Records and all books, records, books of account, sales and purchase records, lists of suppliers and customers, formulae, business reports and research and development information of [COMPANY NAME] and each of the Subsidiaries, including without limitation, all data and information stored electronically or on computer related media; "Business" means the business carried on by P.M. [COMPANY NAME], one of the Subsidiaries of manufacturing, distributing, installing and servicing industrial air purification systems; "Business Day" means a day other than a Saturday or Sunday, on which [COUNTRY] chartered banks are open for the transaction of domestic business in [STATE/PROVINCE], [STATE/PROVINCE]; "Closing" means the completion of the sale to, and purchase by, [SECOND PARTY NAME] of, the Shares and the completion of all other transactions contemplated by this Agreement which are to occur contemporaneously with the purchase and sale of the Shares; "Closing Date" means [DATE], or such other Business Day as the parties agree in writing as the date that the Closing shall take place; "Closing Document" means any document delivered at or subsequent to the Closing Time as provided in or pursuant to, this Agreement; "Closing Time" means [HOUR] on the Closing Date or such other time on that date as the Parties agree in writing that the Closing shall take place; "Collective Agreement" means any collective agreement, letters of understanding, letters of intent or other written communication with any trade union or association, which may qualify as a trade union, which would cover any Employees; "Condition of the Business" means the state of the Assets, liabilities, operations and financial position of [COMPANY NAME] and the Subsidiaries; "Contracts" means the contracts, agreements, license agreements and other obligations of [COMPANY NAME] and the Subsidiaries relating to the Business listed on Schedule [SPECIFY]; "Convertible Security" means a security of a body corporate, which is convertible into, exchangeable for, or which carries a right or obligation to purchase, one or more shares or Voting Securities of such body corporate; "Current Assets" at any time means the inventory, accounts receivable, cash and prepaid expenses of [COMPANY NAME] and the Subsidiaries at that time; "Disposal" means any disposal by any means, including dumping, incineration, spraying, pumping, injecting, depositing or burying; "Employees" means the employees of [COMPANY NAME] and the Subsidiaries on the Closing Date; "Encumbrance" means any security interest, mortgage, lien, hypothec, pledge, hypothecation, assignment, charge, deemed trust, a voting trust or pooling agreement with respect to securities, an adverse claim or any other right or option, affecting the Assets or the Shares; "Environmental [YOUR COUNTRY LAW]" means all federal, provincial, municipal or local statutes, regulations, by-laws, or policies and Orders of any Governmental Authority, relating in whole or in part to the environment; "Environmental Permits" includes all permits, certificates, approvals, consents, authorizations, registrations, and licenses issued, granted, conferred, created or required by any Governmental Authority pursuant to any Environmental [YOUR COUNTRY LAW]; "Equipment" means all fixed assets and tangible personal property of [COMPANY NAME] and the Subsidiaries, including all equipment described in Schedule [SPECIFY] and all machines, machinery, trucks and other mobile equipment, fixtures, tools, moulds, jigs, dies, furniture, furnishings, vehicles, material handling equipment, typewriters, computers, photocopiers, office equipment, implements, tools and spare parts used by [COMPANY NAME] and the Subsidiaries in the Business; "Equipment Leases" means the leases of personal property listed on Schedule [SPECIFY]; "Financial Statements" means (i) the audited consolidated financial statements of [COMPANY NAME] for the fiscal year ended [DATE], consisting of a balance sheet, statement of earnings and retained earnings, statement of changes in financial position, the notes thereto and the report of the auditor thereon, and (ii) the unaudited interim financial statements of [COMPANY NAME] for the five-month period from [DATE] to [DATE] inclusively, consisting of a balance sheet, statement of income and retained earnings, copies of which are attached as Schedule [SPECIFY];
